Web of Shadows
by The Amazing Spiderpotter
Summary: sequel to The Amazing Spider-man and Cross Species. After discovering new heroes are in NYC, Harry Potter and his alter ego, Spider-man must try to discover his place in all of this, while saving NYC from Venom and other villains, and there's an invasion coming, an invasion of Symbiotes, and New York City is the first target...
1. He's back

** The outstanding sequel to _ The Amazing Spider-man. _Characters are the same, except the new heroes, and villains. And the suits are new! Please review and thanks**

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_**Chapter1. He's Back...**_

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The year had passed quickly, as Ron Weasley thought about what happened after making the New Goblin costume and glider.

He had to figure out who was taking out so many people...

"Dad, I promise I won't fail you... this Black Cat vigilante will get caught, she killed you, and I will defeat her. Especially Harry could... if he wasn't sulking over the letter..."

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_Dear Harry,_

You may be wondering how come I am writing to you after what I tried to do... I truly hate you Harry. If anything must happen that we meet paths again, or if this letter does not arrive, because I killed you, that I will not be so generous...

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_Harry, I did not mean to hurt you. Most things happen for a reason. You sure managed to defeat Lupin, and I hope that you will never do the same to me, because I can handle my powers._

Hermione.

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Harry Potter had been looking over that letter for weeks now, he thought about the events that happened over a year ago, when his mentor at Oscorp, Remus Lupin, had turned into the monster, the Lizard, and had turned Hermione Granger into one of him.

But he forgot about it when he heard over his radio that there was a new hero in NYC, and was going to replace Spider-man, Harry's alter ego.

"So, this Black Cat person thinks she's going to replace me... she has another thing coming." said Harry, and then went to his closet, where he could see his Spider-man costume, along with the utility belt.

Harry put his suit on and grabbed the mask and then put it on, and turned his web shooters on. The web shooters were the devices were the things that made Harry shoot "Webs" and be called "Spider" man.

He shot a web towards the Daily Bugle, the newspaper building, and swung towards the Empire State Building, where he knew this _Black Cat_ was supposed to wait for any trouble.

On top of the roof, he saw the feline heroine, Black Cat sitting on a gargoyle.

"Alright, who are you, and you should know by now that I'm the only superhero in New York City." said Harry, who saw Black Cat look at him.

"Black Cat Spidey. I think you are some hero. I mean, you saved the city from the big bad lizard." said Black Cat.

"Who are you really..." said Harry.

"A friend." said Black Cat. "And, there's more than two superheroes in NYC."

"More?" asked Harry. Black Cat jumped off the roof. "WHO ARE THEY?"

Harry heard a noise, and suddenly a guy on a glider went crashing into him, and Harry fell off the roof.

"WOW!" yelled Harry he slid across the rooftop nearby. The guy landed and Harry saw it was Ron.

"Harry?" asked Ron.

"Really, you had to fly at me when I found that Black Cat..." said Harry.

"Sorry, have a bit of a problem when it comes to flying a glider." said Ron.

"Well Ron, I'm getting sick and tired of this. so far this week you've thrown me off a roof twelve times." said harry.

"Black Cat stole from my father before he died." said Ron.

"Ron, your father died in a mishap at his office. It's not your fault." said Harry.

"Harry, I've lost Fred, I've lost Dad, I can't lose anyone else." said Ron.

"Well I've lost my parents, I've lost Hermione! I've lost more than you have Ron. I've lost my good life. Now all I am is a teenage photographer, a wizard, and a superhero." said Harry. "You, you're rich, have a family, own a business, have a driver's license, and etc."

"You can handle it though Harry! I am not used to it." said Ron, who was now starting his glider up.

"I can handle it because I've lived through it since I was six!" said Harry.

"So what Harry? You are Spider-man! The Web Slinger! You're a hero. You are just unlucky sometimes!" said Ron.

"Go." said Harry putting the webs on turbo.

Ron apparated away.

Harry looked towards Black Cat's direction, and saw her running up a wall. He launched off the roof, and suddenly he passed out, and then he woke up in a blurry world.

"Hello?" asked Harry, standing inside of a dark room.

"Potter... I'm back..." said a familiar voice Harry recognized as Draco Malfoy, as Venom.

Suddenly black goo slammed into him, and then Harry gasped awake, and he was laying on the ground being held by Venom.

"I'm not letting you hurt anyone..." moaned Harry.

"Oh yeah?" asked Venom, throwing Harry. Suddenly a piece of Venom went onto Harry, and the suit became black, including the belt, and then Harry ran at Venom with incredible speed.

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_**New Heroes:**_

Ginny Weasley: Black Cat.

Dean Thomas: Luke Cage.

Ron Weasley: New Goblin.

Wolverine.

Iron Man.

_**New Villains:**_

Shocker.

Mysterio.

Vulture.

Carnage.

Whiplash.

Symbiote Wolverine.

Symbiote Black Cat.

Symbiote Luke Cage.

Symbiote Iron Man.

Ultimate Venom.

Beetle.

_**New Suits.**_

Black Suit.

Iron Spider.

Armored Spider-man.

Noir Spider-man.

Cross Species Spider-man.

_**Returning characters:**_

Hermione Granger.

Ron Weasley.

Remus Lupin.

Draco Malfoy/Venom.

Voldemort.

Rhino.

Harry Potter/Spider-man/Spider-Lizard.


	2. Breath Mint?

**Here's Chapter2. New suit is coming, guess in the review box. The Black suit is already here, but what next? The choices are the Noir suit, from Shattered Dimensions, Cross Species Spider-man, Armored Spider-man, and Iron Spider, so guess, and there might be another one based on the reviews with the suit guessing.**

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**_Chapter2. Breath Mint?_**

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Harry was thrown into a wall, and Harry grunted as his suit ripped. Harry felt where he was bleeding, and he stumbled to his feet.

His phone rang, and Harry ran into the sewers for a moment to hide.

"Hello?" asked Harry.

"Hey Harry, it's Gwen. We still up for that dinner tonight?" asked Gwen Stacy, Harry's girlfriend.

"Yeah, just a bit busy right now!" said Harry as Venom launched towards him.

"What was that?" asked Gwen.

"Uh, you remember Venom right?" asked Harry, because Gwen had been there when Harry was nearly killed by Venom.

"Yeah?"

"He's back. I got to go!"

Venom punched Harry's phone, breaking it, and he went crashing into the murky water below. He gasped, and went to shoot his webs, but it breaks.

"Oh no..." moans Harry, and he got up before running towards a pipe. Harry launched off the pipe, and then dived into the lower waters. As Harry crashed into a pipe, Venom launched towards him.

Suddenly all Harry could smell was a deep crap like smell from Venom's mouth.

"WOAH! Ever heard of something called a b.m?" asked Harry.

"What?" asked Venom.

"Breath mint?" asked Harry, and then as soon as he made contact with Venom's suit, it connected to the shoe of Harry's suit.

"NO!" yelled Venom launching at Harry's foot.

"What's your problem? It's just a little bit of a suit..." said Harry noticing something about Venom, where the suit had been hit, the suit was showing skin. "It's a symbiote... that's it! It connects to the host!"

Harry grabbed a pipe and slammed it into Venom, and the suit went flying into the water, and it connected to Harry, and the suit turned a major black color. All Harry felt was power. Draco fell to the water, and Harry grabbed him slowly, and lifted him.

"You alright?" asked Harry.

"Give me the suit back... it's all I have from my father and Voldemort!" said Draco.

"I'm sorry, I can't do that, you tried killing me! And it's mine now... get over it." said Harry with a dark evil tone to it.

"I'm sorry, that I even exist..." said Draco, suddenly turning to ash, and suddenly the black suit turned to ash as well.

"DRACO!" yelled Harry pounding the pipe, and it broke on contact...

He put his clothes on and headed to the surface, and Ron looked at him.

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	3. Unbreakable

**Here's Chapter3.**

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_**Chapter3. Luke Cage**_

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Harry put the black suit under his clothes, and he was wondering how he could switch suits easily, and then it hit him, he thought hard, and the suit turned red.

"Sweet..." said Harry swinging towards Gwen's house.

Swinging to the window, he saw Gwen was sleeping, and he got into his clothes, and entered slowly, and Harry sat down on the couch with Gwen, and lightly woke her up.

"Harry?" asked Gwen.

"Hey, guess what, Venom's dead..." said Harry.

"WHAT?" asked Gwen.

"Yeah, I can't believe it..." said Harry.

"Harry, is that a new suit you have?" asked Gwen seeing the difference in the red suit.

"You'll never believe this... but Venom's suit can be with me. On my suit, the symbiote part, is on me..." said Harry, and the suit suddenly went over his clothes. And the suit turned black, and then red again. Gwen looked stunned at Harry.

Harry gave a light smile, and then suddenly there was a knock on the door. Dean Thomas was standing there, looking at Harry.

"Hey Potter, I need you to pack the apartment up, Gwen's being evicted." said Dean.

"What happened to you Dean? You've changed..." said Harry, noticing the buffness of Dean.

"Oh, accident in a lab. So that Spider man guy, have any idea who he is?" asked Dean noticing a part of Harry's clothes was showing Harry's suit.

"Don't know Dean, but I've gotta go." said Harry, going to exit, and suddenly Dean threw Harry into the hallway. The wall cracked as Harry hit it, and Dean's shirt turned yellow.

Dean's face was darker, and dark shades covered his eyes, Dean was the one and only Luke Cage.

"You've got too be kidding me..." said Harry as his suit went on, and it turned black. Harry ran towards Luke and tackled him through the window and they hit the street hard.

Harry punched Luke, tossing him into a light pole. Luke got up and grabbed a car and threw it at Harry.

Harry dodged it, and then webbed the car, and slammed it into Luke. Luke went crashing into a wall, and Harry slammed the car on top of Luke. Harry went to leave when his spider sense went off. Looking behind him, suddenly the car hit Harry, and it exploded.

Luckily the shield part of Harry's suit came just in time. Harry rammed into Luke, and suddenly Luke threw Harry into the air. Luke launched at Harry, and then tackled Harry into Times Square.

Punching Harry, Luke ripped the mask half off. Harry threw Luke, and Harry noticed that Luke was laughing.

"You're the real deal Spidey. Just never thought you'd be him." said Luke turning back into Dean. Harry put his mask on and hid in an alley before walking out in his clothes.

"Oh trust me, it's been some odd two years." said Harry.

"Yeah, I'll see you around..." said Dean heading out of sight, and Harry nodded and smiled before his head started pounding.

"Potter..." said a voice sounding like Venom.

"What's happening to me?" asked Harry running. Suddenly all he knew was that he was in a warehouse.

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	4. The Return of Voldemort

_**Chapter 4. The Return of Voldemort**_

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Harry was looking around, and suddenly he saw a guy that had vulture wings, and what Harry thought the guy was just a maniac wanting to fly... Only thing was this was no guy who wanted to fly for fun...

"I've been discovered!" said the man before suddenly he went soaring out of the warehouse, and Harry ran to the spot, and launched onto the roof.

"Who is that guy? And why is he "running" away from me?" asked Harry, and then he shot a web from the black suit, and he went soaring after the man. "This guy must be part Vulture!"

The Vulture was flying across the middle of Central Park as Harry swung after him. A helicopter appeared, and focused on Harry, but luckily, Harry made the red suit get on. He swung around a corner and ran along a ledge.

Vulture saw Harry chasing after him, so to block him, Vulture shot robot razors into a billboard, and it fell towards the street.

_Can't let anyone get hurt!_ thought Harry launching over the ledge and shot a web towards the billboard.

It connected and Harry tossed it towards Vulture, and it barely missed. Harry gulped as the billboard crashed into a building. People screamed in terror as the chase continued. Vulture flew to the top of the remade Twin Towers, and Harry launched onto the wall and web catapulted to the top.

"Why are you following me?!" demanded Vulture hovering over the edge.

"You ran from me. What'd you do wrong, run away from the retirement home?" asked Harry, noticing the oldness in the man.

"You won't take the jewels back!" said Vulture, and Harry ran towards the edge, and tackled Vulture.

The two went free falling until Vulture got altitude again and kicked Harry off. Harry crashed into an gargoyle, and Harry got up angry.

"THAT'S IT! I'VE HAD ENOUGH OF YOU!" yelled Harry and web catapulted towards Vulture. Vulture muttered something and a huge amount of wind hit him. Harry went crashing into a wall and the villain Shocker ran to the edge and launched into a helicopter.

The Daily Bugle helicopter was getting a good view of the action, when Harry tackled Vulture finally and he went crashing into the Chrysler building.

Harry noticed the Stark Tower, and Vulture escaped, and Harry was suddenly awestruck by the millionaire superhero Tony Stark/Iron Man.

"You alright kid?" asked Stark.

"I'm alright, just having trouble swinging after that guy." said Harry.

"Come with me." said Stark, and Harry followed Stark to the Stark Tower, and entered.

Apparently Stark had made Spider-man a flyable suit, and Harry was going to get a shot at it.

Stark smiled as it connected to Harry's black and red suits, and it started floating.

"Whoa... this is awesome." said Harry.

"Glad you like it kid. If you see Wolverine, tell him to stop getting in trouble." said Stark.

"Alright..." said Harry before running to the edge of the roof and then launched off.

The thrusters came on and Harry flew towards Vulture's location. Vulture was flying away from a jewelry store, and Harry flew and shot a unibeam at Vulture and it hit...

Vulture went crashing into the street. Harry smiled and he hit the streets and threw Vulture into the wall.

Cops surrounded the area, and the Iron Spider suit folded into Harry's pocket, and the red suit was on.

Harry grabbed Vulture and tossed him into the police car, and ripped Vulture's wings off.

"Stay in the retirement house Vulture." said Harry, before swinging to the apartment.

When Harry put the suits in the closet, there was a knock on the door, and Harry looked through the glass, and saw someone he knew instantly by the chocolate colored eyes...

"You left, why come back?!" asked Harry. The figure just stood there. Then suddenly the door came crashing down, and Harry saw Voldemort. "No... not you..."

"Where's Draco?!" demanded Voldemort, and then he noticed the black suit. "You killed him..."

"What? What are you talking about?!" asked Harry.

"The suit has to be on the host forever!" said Voldemort.

"That's why he turned to ash." said Harry...

"He wanted it back because he could only wear it, he was the one who could control it..."

"That voice... was Draco." said Harry.

"He's still alive in the suit." said Voldemort. "DIE!"

Harry was suddenly thrown out of the apartment, and he went crashing into a roof.

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	5. Triple Threat

_**Chapter 5. Triple Threat.**_

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_Flash Back._

**_With all do respect, Harry's father, James was a brilliant scientist. But nobody knew he was the one who figured out what symbiotes were._**

**_Days went on as James tried to figure out how to control the symbiotes, but for some reason it kept dying until it got on a living host._**

**_With some intensive research, James tried to find the perfect match for a symbiote to be controlled by a human, because it could possibly cure Cancer._**

**_Unfortunately, the Symbiotes were not able to be controlled, and the night James and Lily left Harry at his aunt and uncle's house, Harry had seen a man in James' study, and he had taken the symbiotes._**

**_That man was named Tom Riddle, or better known as Voldemort... Harry was one who was a match to control the symbiote..._ **

Harry laid on the rooftop as Voldemort released the suit's symbiote, and Venom and Draco appeared. Harry was scared. Draco launched at Harry, and threw him.

It was crazy, but Harry had no idea why it wouldn't be...

He crashed into a wall and fell into a balcony. Suddenly and in a surprise Luke Cage came crashing into Draco in the Venom suit.

"Hey Spidey!" said Luke.

"I'm glad to see you!" said Harry.

Suddenly Venom and Voldemort were gone, and Dean ran over to Harry.

"You alright?" asked Dean.

"Yeah." said Harry.

"Who was that?!" asked Dean. "With Malfoy?"

"Tom Riddle, or Voldemort." said Harry.

"Well, let's get you to Gwen's." said Dean, and the three suits were still there, and Harry took them quickly.

The two hurried to Gwen's, and discovered that Gwen was not there.

"Gwen! Where are you!?" asked Harry.

"Where could she be?" asked Dean.

Harry knew Gwen's shifts and where she would have to go that day, and she was having a day off, but today, no... she was heading to a hot spot for the black market.

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Meanwhile Gwen walked to the building and was captured by armored men and the two supervillains, Electro and Shocker.

"Now we have bait for Spider-man and Luke Cage." said Electro.

"I know Spider-man's capabilities, he can't stop us." said Shocker.

"You haven't seen mine..." said a female voice, and walking into sight was two females, Black Cat, and Hermione Granger.

"Granger..." said Shocker.

"Herman." said Hermione.

"You know this goof?" asked Black Cat.

"He was in Maine until I said something about a lot of money being stored in the banks in New York City." said Hermione.

"So, do we get Gwen back for Spidey?" asked Black Cat.

"No. Spidey can kiss me if he wants me to save his little girlfriend." said Hermione before diving into the shadows.

Black Cat looked guilty looking at Gwen, and Gwen realized it was Ron's sister.

"It's okay, go." mouthed Gwen and Black Cat ran.

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Harry and Dean ran across the rooftops as night fell, and the two jumped onto a rooftop near the black market, and Harry using his Cross Species vision, he could see Shocker and his men guarding a door.

"There. I'll take the air ducts... don't cause too much damage Dean." said Harry, putting his costume on, and from a little bit away Ginny Weasley was watching Harry.

"Harry's Spider-man..." said Ginny, and she turned into the Black Cat.

Harry put the mask on and crawled into the air duct.

"Breaking and entering isn't really my style, but I have no choice, it's Gwen..." said Harry to himself and he climbed up the part of air duct, and came to the elevator shafts.

"So you're Spider-man, can't get me!" said Electro shooting electricity at him. Harry was hit and he fell down to the basement.

Harry crashed onto the steps, and he ran quickly as Electro flew after him.

Harry grabbed a pipe and slammed it into Electro. When he punched or kicked Electro, Harry would get hurt.

Harry ran up the steps and knowing that he would get hit if he crawled up a wall or something.

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Luke jumped down to Shocker and knocked the men out. Shocker punched Luke, and Luke fell hard.

"Where's your help Cage?" asked Shocker.

"Here." said Black Cat walking up.

Black Cat sliced Shocker's mask, and blood fell.

"No killing!" said Luke, and Cat nodded before throwing Shocker into the wall.

Suddenly Whiplash whipped Luke hard enough to actually rip Luke's skin.

"How?" asked Luke.

"I'm too powerful!" said Whiplash.

Suddenly a pumpkin bomb hit Whiplash, and Ron on the glider flew into sight.

"NOW THAT'S MY BROTHER!" yelled Black Cat, and Ron looked at Cat, and saw the Ginny part of her.

"You killed DAD!" yelled Ron.

Suddenly Hermione got in the way.

"She didn't kill anyone! Remember! Sue Hitler murdered Arthur Weasley!" said Hermione.

"GET OUT OF HERE GRANGER!" yelled Ron, before throwing Hermione, and the bomb went off throwing Whiplash went crashing into a wall.

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Harry ran quickly as he reached the first floor, and he launched into a pool room. Electro flew in and tackled Harry.

"AH!" yelled Harry in pain, and he suddenly turned green...

"What the f..." said Electro, and suddenly Spider-Lizard threw Electro.

"GET OFF OF ME!" yelled Spider-Lizard, and then diving into the pool, he launched out and Electro was covered in water, and Electro was electricuted himself, and Spider-Lizard ran out of the room and turned into Harry.

Harry had time now to get to Gwen, and he ran quickly.

He web catapulted up the staircase and found Gwen strapped to a bomb. It was set to go off in two minutes. He grabbed the bomb and launched out the window.

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Luke and Ron stood holding Black Cat and a wounded Hermione as Harry went crashing out of the window, and fell into the river.

"HARRY!" yelled Ron.

Suddenly a huge explosion went off, and Hermione looked and saw Gwen looking out of the window, and Shocker went to escape. Suddenly Ron punched him and knocked him out. Electro fell out of the window, knocked out.

"Where's Harry?" asked Gwen.

"I'm Sorry!" said Ron... and Gwen ran in tears.

Police cars showed up, and Ron told the cops that Spider-man had been in the river when an explosion went off, and that Spidey went to save Harry.

The cops decided to count Harry and Spider-man as dead...

Gwen sat in Harry's apartment, looking at pictures of him and Gwen at a party that Ron invited them to.

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	6. Funeral

_**Chapter 6. Funeral.**_

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Gwen thought back to the party, and smiled.

_Flash back. _

_**Harry and Gwen sat down at a corner, and ordered a drink.**_

_**"Gwen, I've been wanting to know, when were you going to tell me when you had a new job?" asked Harry.**_

_**"You know? I was going to tell you tonight." said Gwen, and Harry smiled in that way that made Gwen blush.**_

_**"I'm surprised you came tonight, after all, it's the one year anniversary of your dad being killed." said Harry.**_

**_"Everyone has to move on sometime Harry." said Gwen._**

**_"Yeah. I moved on from Hermione." said Harry, "and I met you."_**

**_"Harry don't make me blush..." said Gwen, and Harry smiled._**

**_"What, I'm serious..." said Harry, and he finally got a smile from Gwen. "There's that beautiful smile I love!"_**

**_"It's crazy that you can be Spider-man and still be Harry Potter at the same time." said Gwen._**

**_"I have practice, I've been trying my hardest." said Harry._**

**_"The hospital must be a great money theme when it comes to you!" said Gwen, and Harry chuckled._**

**_"Well I have more money than you think!" said Harry._**

**_"How much?!" asked Gwen._**

**_"5,000,000 dollars." said Harry._**

**_"Dang! Why you dating a girl like me?!" asked Gwen._**

**_"I love you that's why!" said Harry, and Gwen froze._**

**_"What'd you say?" asked Gwen._**

**_"You heard me Gwen." said Harry._**

**_"I'm sorry, I'm just not ready..." said Gwen, getting up and leaving. Ron came and looked at Harry._**

**_"What happened?" asked Ron. "Did you purpose?"_**

**_"I didn't get a chance..." said Harry._**

Gwen cried some more, and she laid down on the bed, and fell asleep...

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Two days passed and a funeral for Harry had been arranged, and Gwen was the first there.

Since it was raining it was hard to see, but on top of the church, a dark figure was looking down at Gwen.

Ron, Dean, Gwen, Ginny, and even Hermione were there, and some other people were there.

The figure headed to the ceiling above the funeral ceremony.

"We are here to remember the life of Harry James Potter..." said the funeral holder. "He was only eighteen, and he will be dearly missed. If anyone has anything to say about Harry, please come up."

Light hit the figure, and it showed the figure's face, and it was Harry... Gwen looked up and Harry disappeared into the darkness.

Ron walked up to the podium and began speaking.

"Harry was my best friend, yeah we argued about some things, but he was more like family than anything. He could not not do nothing when it came to trying to stop something bad.

"He protected me when the Yancy Street Gang was after me because I avenged my brother... but I always tried to protect Harry, but the thing was, he really didn't need help... but in the final moment, Harry couldn't be saved by the one man who could... and even he is dead." said Ron, with tears appearing.

Harry climbed out of the church, and he looked over the edge, and started crying.

"I'm not able to be the man who saves everyone!" said Harry.

Down below, Hermione stood looking angry.

Hermione launched towards Harry, but Harry was gone...

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	7. Meteor Shower

_**Chapter 7. Meteor Shower.**_

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Harry stood in his apartment and sighed, and he knew that Gwen would want to clear out his apartment.

He wrote a note on the desk and it read:

_Dear Gwen,_

_I know that you think I may be dead, but I survived the bomb, I was already in the sewers when it went off._

_So I will be around, you will not see me, but know, that I care about you._

_Harry._

Harry got into his Iron Spider suit and flew to the Empire State Building.

When he sat down he had a memory of when he just met Ron.

_Flash back. _

_**Harry at the age of fourteen was fixing the wheel chain on his bike as rain poured on him.**_

_**"God, I hate this..." said Harry, and a black limo pulled up.**_

_**"Harry Potter?" asked Ron looking out of the window. "It's Ron Weasley from school, want a ride?"**_

_**"Sure." said Harry.**_

_**Getting in Harry was sitting in there with Ron and Mr. Weasley.**_

_**"So Mr. Potter, I hear you have straight A's. I wish Ron would be the same." said Mr. Weasley.**_

_**"Well the reason I have straight A's is because I have strict folks, i live with my aunt and uncle, and they want me to get good grades..." said Harry.**_

_**Mr. Weasley smiled.**_

_**"How'd you do that? You made my Dad smile." said Ron.** _

Harry smiled and just sighed, thinking of that reminded Harry of when school just started back up after the Lizard destroyed it.

_Flash back. _

_**Sitting down in the middle of his seat, Harry was eating slowly as his spider sense went off. His head pounded terribly and Gwen sat down near him.**_

_**"Gwen, my spider sense is going off like crazy!" said Harry quietly. Suddenly the wall exploded and Shocker came charging in.**_

_**"Where's Spider-man?!" demanded Shocker.**_

_**"Spider-man? He's a teenager here? Wow! It's so amazing!" faked Harry and then was hit by Shocker, and tossed him across the room.**_

_**When the students were distracted, Harry got into his suit and shot a web at Shocker.**_

_**Shocker dodged and shot huge amounts of wind at Harry.**_

_**Harry launched at the wall, and then tackled Shocker.**_

_**Hermione was not at school at the time since she had left for Maine.**_

_**Shocker grabbed Harry, and said the word Granger, and Harry punched Shocker so hard, that the mask ripped, and Shocker went crashing into the street. ** _

Harry thought about what was happening, Hermione had said that he was only dating Gwen because he still loved Hermione.

But no longer... Harry got up and sighed. He looked up at the sky, and saw meteors falling.

One broke and black goo fell on Harry, and Harry was suddenly wearing the black Spider-man suit.

"AH!" yelled Harry, and he went launching off the building, and as meteors crashed to the ground, Harry made a crater, and he was completely unharmed. "It's time I show the city what Spider-man can really do!"

He shot a web, and suddenly he went soaring across the city.

Helicopters appeared and followed Harry as he crashed next to a meteor that had hit a man, and Harry saw who it was, Fenrir Greyback, and red symbiote goo went onto Greyback.

"What the heck..." thought Harry, and suddenly Carnage tackled Harry. Carnage yelled a loud pitched scream. Suddenly people covered with symbiotes were appearing around the area. "You've gotta be kidding me..."

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	8. Carnage

_**Chapter 8. Carnage**_

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Harry pushed Carnage off of him, and Harry ran like the wind to the wall and launched up, but a symbiote tentacle grabbed him.

"Seriously?!" asked Harry. He went crashing to the street like a meteor, and Harry only saw blurs, but then Wolverine stood there, holding down Carnage.

"Need some help kid?" asked Wolverine.

"Yeah, and Iron Man said to stay out of trouble!" said Harry.

"Trouble finds me!" said Wolverine, and then he sliced symbiotes in half.

Harry punched Carnage, and then using his symbiote powers, Harry slammed a huge spike onto Carnage.

Carnage threw Harry, and Harry swung into Carnage, and then punched him.

* * *

Meanwhile at Ron's house... Ron was watching the news, and saw that Harry and Wolverine were fighting symbiotes.

"Harry?" asked Ron and then got into his New Goblin suit.

He flew across the sky and then crashed into the symbiote waves.

"What's going on Harry?" asked Ron.

"Symbiote Invasion Ron. And we're the first target!" said Harry, and Carnage went to grab Ron.

Harry tentacle slapped Carnage off Ron, and Ron looked befounded.

"Symbiote abilities Ron!" said Harry, and he ran to Carnage, and threw Greyback, and Venom grabbed Carnage suddenly.

"What the heck..." wondered Harry, and he saw Carnage suddenly turn back to Greyback, and a symbol formed on Venom's chest.

"No way..." said Ron...

Venom had became Ultimate Venom...

Harry gulped and ran to the wall, and saw Wolverine be consumed by symbiotes...

"No..." said Harry.

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	9. Symbiote Wolverine

_**Chapter 9. Symbiote Wolverine.**_

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Running, Harry launched over a crashed car, and noticed that the symbiotes were creating hives...

"Are you serious?" asked Harry running up the wall, and was not aware of the symbiotes crawling after him.

Some were even flying after him.

"Spidey look out!" yelled Ron throwing a pumpkin bomb at the symbiotes flying after Harry.

Launching off the wall, Harry web catapulted into Central Park, near a church, where the funeral was being held.

Symbiote Wolverine tackled Harry through the roof, and the two crashed into a wall.

"Spider-man?" asked Gwen, and Harry nodded, and Gwen smiled, and then was surrounded by symbiotes. Suddenly Ginny threw the symbiotes, and Dean grabbed Gwen and ran to a car.

"Wolverine! Get off of me!" said Harry, and then threw him. Ginny pulled Harry up and hugged him.

"Where'd you go?" asked Ginny.

"Where all monsters go, the sewers." said Harry, smiling, and Ginny smiled too. Suddenly Symbiote Wolverine went to slice Harry in half, but Luke Cage got in the way.

"Try me!" said Luke, and then Harry told Luke to run, and Luke got into a car with Gwen and drove.

Harry punched Symbiote Wolverine as the people ran.

Symbiote Wolverine with a sudden attack threw Harry, and he crashed into a podium.

Harry was Jesus Christ on the cross.

"I'm not the son of god!" said Harry, and then threw the cross at Symbiote Wolverine, and it made direct contact. Launching through the window, Symbiote Wolverine pulled a hive open and entered it.

"Harry, we have a problem..." said Ginny turning into the Black Cat.

"What?" asked Harry, and looked behind him, and saw the entrances were blocked off by symbiotes. "Oh... if we can't get out, we'll have to break out!"

Running to the wall, Harry's hand turned into a huge bulldozer, and crashed the wall out, and Cat and him ran out.

"Where's Wolverine?" asked Harry, unaware of Symbiote Wolverine on top of the church holding a giant bell.

"Look out!" said Cat before throwing Harry, and she was covered by the bell.

"Ginny!" yelled Harry, and then he launched into Symbiote Wolverine. The two crashed into the street, and Harry punched Symbiote Wolverine.

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Ginny got out of the bell and was grabbed by Ron, and the two went flying over Harry and Symbiote Wolverine.

Harry punched Symbiote Wolverine, and looked to the sky, and saw that the agency S.H.I.E.L.D. had been sent out to contain the symbiotes.

Harry threw Symbiote Wolverine, and when he punched him hard enough to destroy the symbiotes.

Wolverine laid passed out, regular, and Harry pulled him up and put him into a SHIELD pod and then swung to the top of a rooftop, and turned into the red suit. Destruction was everywhere... it was worse than the Cross Species breakout.

"Why is it my fault?" asked Harry, and then he thought, _who was not here when the Symbiotes fell down and then put Carnage to misery? _

It all led to Venom, but how?

Harry walked slowly as SHIELD Pods fell and flying symbiotes flew at him. Everything seemed to slow down, and he looked behind him, and then starting running. With every step the Symbiotes flew closer, and then launching off the roof, Harry went freefalling as the symbiotes flew at him.

_Everyone has a choice kid..._ thought Harry remembering what Wolverine said when they first ever met.

_He was the guy who wouldn't let anything bad happen without him doing something about it._ thought Harry remembering Ron's words at the funeral.

_I love you that's why!_ he remembered saying to Gwen, and then he remembered Gwen, and then he shot a web before crashing into the street, and then swung.

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_Please review and thanks_


	10. Cat Fight

_**Chapter 10. Cat Fight.**_

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Harry sighed before he stopped on a crashed SHIELD Pod. He had to think back to when things were normal...

_Flash back._

_**The days were slow, Harry, Ron, and Hermione were sitting down in Ron's house near Oscorp, and they were just joking around.**  
_

_**"Hey, are you sure that your dad is alright with us being here Ron?" asked Harry, and Ron nodded.**_

_**"Yeah, he just wants me to get good grades." said Ron, and Harry smiled.**_

_**"Ron, if you are alright with us asking, but who's that girl who was talking to you in class today?" asked Hermione.**_

_**"Carly, she's the girl of my dreams, and acrobatic to be exact." said Ron, sighing, and Harry smirked.**_

_**"Heck, you and Ron have a date, where's my date?" asked Harry, and the two laughed at Harry.**_

_**"Sorry Harry, maybe you should date that girl in our class Gwen!" said Hermione.**_

_**"Gwen? You mean pimple Gwen?" asked Harry.**_

_**"Yes Gwen Stacy..." said Hermione.**_

_**"You have to be kidding me!" said Harry, and then got up and headed outside**_

Harry thought about Gwen, her last name was Stacy...

"Oh my god... Gwen!" said Harry launching off the pod and then swung to a rendezvous point, and saw Luke and Gwen pull up.

"Harry!" said Gwen launching into Harry's arms, as Harry got into his clothes.

"It's alright, where's Ron and Black Cat?" asked Harry, and suddenly Ron's glider fell to the street.

"Ron!" yelled Luke seeing Ron being held over the edge of a roof, and suddenly he was dropped. Harry web catapulted at Ron and caught him.

"You alright?" asked Harry.

"Yeah, the symbiotes have Ginny." said Ron, and Harry looked up and saw Symbiote Black Cat launching at them.

Harry grabbed Black Cat's regular part of her body, and threw her.

"Run!" said Harry as Symbiote Black Cat got up and ran after them.

The car was started and Ron got in with Gwen and Luke. Harry was about to get in but Symbiote Black Cat threw Harry into a truck. Symbiote Black Cat grabbed Harry and threw him into a wall.

"Stop this Ginny!" said Harry, and then he threw Ginny into a coal house.

She was sweating to the point where the symbiotes were dying on her. Ginny was thrown into a wall near the oven, and the symbiotes melted off of her. Harry grabbed Ginny and ran out of the building.

Symbiotes surrounded the city, and hives were everywhere.

"How are we going to beat them Harry?" asked Ginny, who was stuck in her Black Cat suit.

"Burn them, that's how, then, I'm heading after Venom..." said Harry.

"Go get him. I'll keep Gwen safe." said Ginny running.

Harry got into the Iron Spider suit and flew up to the sky. He could see symbiotes running through the city, and Harry focused in on Venom's location, and flew straight to the location.

He slammed into the floor near Venom, and the black suit merged with the Iron Spider suit, making the Noir Spider-man suit.

"So, new suits?" asked Venom.

"New me, new suits Venom." said Harry, and then shot a unibeam at Venom, who dodged. Beetle suddenly tackled Harry.

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_Please review and thanks_


	11. Beetle

_**Chapter 11. Beetle**_

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Venom launched through a window, and left Harry to face Beetle.

Harry punched Beetle hard enough to throw Beetle into a wall. Beetle spoke some sort of Korean, and shot lasers at Harry. Suddenly Beetle flew out of the window, and Harry swung out of the building.

"I need to upgrade this suit even more, time to go armor mode..." said Harry, and then thought hard, and the suit turned white, and the suit grew armor, and the suit's adaptations were growing by every change.

Flying after Beetle, Harry used the lasers mode on the suit and hit Beetle's armor before there was a major wreckage.

Harry grabbed the hurt civilians and then flew them to safety before flying after Beetle, and headed down under the bridge and followed after Beetle.

Beetle flew to the top of the Empire State Building, and Harry broke the gas line in Beetle's suit.

Harry got into his regular armor suit, and punched Beetle, breaking the mask. Beetle punched Harry hard enough almost to the point where Harry could've fallen off the ledge.

Harry tackled Beetle into the wall, and Beetle threw Harry to the very top. Harry looked at Beetle as he jumped off the ledge and free falled to the bottom.

Shooting a web at Beetle, Harry got hold of him, and yanked him into the metal pipes. Beetle fell towards the bottom, and Harry dived at Beetle, and Venom suddenly turned Beetle's suit fully back on, and Beetle flew away, and Venom body slammed Harry into the street.

The armor made a force field around Harry, and Harry's suit started to malfunction...

"No, not now!" said Harry, and Beetle dived at Harry, and Harry dodged the attack, and took the Armor suit off, and took the Noir suit off, and left the Iron Spider suit on.

Harry shot a unibeam at Beetle, and destroyed the suit fully, and then Harry knocked Beetle out. Venom suddenly launched to the street, and all the symbiotes moved onto him. Draco fell out of the suit, and the symbiote went up to the top of the Empire State Building.

Draco gulped in fear, and Harry got into the red suit, and took the mask off.

"Mother of pearl..." said Harry.

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_Please review and thanks, oh the other villains will not be in the story, sorry!_


	12. Powerless

_**Chapter 12. Powerless.**_

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Harry stood befounded by the huge symbiote, and Draco trembled at the sight.

"What is going on Draco?" asked Harry.

"They see you as the only thing from conquering! You're a Potter! You have to stop it! Save a little for me! I'll stay alive that way!" said Draco. Harry nodded and then shook.

"Don't try to kill me then!" said Harry, and then web catapulted to the top of the Empire State Building, and called Ron.

"Hello?" asked Ron.

"Ron, get the glider over here to the Empire State Building, we have a major problem!" said Harry.

"I know, Hermione's bringing it, she'll be there in twenty minutes!" said Ron.

"We don't have time Ron!" said Harry.

"Why?" asked Ron.

"Because, I'm stuck at the top of the building, and it's trying to kill me!" said Harry.

"I'll get on the glider and head there now!" said Ron, hanging up, and Harry's phone fell to the street.

Harry gulped and suddenly the symbiote grabbed hold of Harry, and he could feel the powers draining from his body, and suddenly Ron appeared. Harry was put feet away from the spot to stand on, and was dropped.

Ron knew what to do, and threw all the pumpkin bombs in the symbiote, and it exploded all over in the street, and no sign of it was there, and Harry's black suit fell near Draco.

Harry fell quickly towards the street, and Hermione caught Harry. Draco looked at Harry, and saw that his powers were gone.

"Draco, take the suit, it's yours..." said Harry, and tried to shoot a web, it was gone... "My powers are gone..."

"Thank you Harry." said Draco, and the suit was automatically on, and Draco ran out of there.

Harry saw Gwen and Dean pull up to the street, and Harry tried to move, and couldn't stand.

"I can't walk..." said Harry, and Gwen grabbed him by an arm and helped him to the car.

Suddenly the SHIELD helicarrier flew to the street, and Nick Fury got out.

"Well, aren't you Spider-man?" asked Fury.

"Used to. No more powers, gone." said Harry.

"Well, just to let you know, because of the heroic deeds you've done in the past year, SHIELD is building a statue of you as a memorial." said Fury.

"But I'm not Spider-man no more..." said Harry.

"That's the reason we're making the statue, we know more than you think, and you're going to be partly crippled Harry Potter." said Fury.

"Wait, crippled?" asked Harry.

"You may not be able to walk again..." said Fury.

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_Two months later... _

Standing in front of the statue dedicated to Spider-man, Harry held the ring that was for Gwen if she would marry him.

Harry had a cane, and he turned painfully at Gwen.

"Gwen, I've been wanting to ask you, will you Gwen Stacy, marry me?" asked Harry.

"Yes Harry." said Gwen and Harry kissed Gwen passionately, and the statue gleamed in the sunlight, and all the colors for the Spider-man suit was still on there...

* * *

Ron had worked at the company still, and gave half of the profit to Harry, and got back in contact with Ginny, unaware that she was marrying Dean Thomas.

Hermione contacted Harry through letter, stating that she was sorry that she ever was there to hurt Harry, but in fact she did save his life more often than she realized.

Harry was given an offer to join SHIELD as a member of the superhero team, The Avengers, but with Harry's condition and being powerless, he had to decline the offer.

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_Please review and thanks. The finale of the Amazing Spider-man series is coming, and it will be the most chapters, most action, car chases, crashes, explosions, gun fire, romance, and even more villains, and the one question that everyone will be thinking from this point on to the end of Ultimate Spider-man, how will this be the ultimate finale? Well I guess you have to find out._


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